Distribution of this Programme Memorandum is restricted and limited only to the persons to whom it has been forwarded ("the addressees"). It may not be copied, disclosed, disseminated or otherwise distributed to other persons. Information included herein constitutes private and confidential information of the Issuer (as herein defined).

Should any addressee decline to make an offer and to subscribe for Notes under any accompanying Applicable Pricing Supplement (as herein defined), this document and all accompanying documents must be returned to the Issuer forthwith, without any copies having been made. Secondary trades in Notes listed on the NSX under the Programme may, however, be undertaken without restriction, and upon listing the notes this Programme Memorandum constitutes a public document and is open for secondary market trades.

Under this N$1,000,000,000 Domestic Medium Term Note Programme (“the Programme Memorandum”) Bank Windhoek Limited (“the Issuer”), may from time to time issue notes (“the Notes”), subject to the terms and conditions (“Terms and Conditions”) contained in this Programme Memorandum.

Any other terms and conditions not contained in the Terms and Conditions that are applicable to any Notes, replacing or modifying the Terms and Conditions, will be set forth in a pricing supplement (the “Applicable Pricing Supplement”).Save as set out herein, the Notes will not be subject to any maximum or minimum maturity. The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed N$1,000,000,000.

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